THIS WAIVER AND
CONSENT (herein called this “ Waiver and Consent
”) dated as of September 29, 2006, is among EL PASO
EXPLORATION & PRODUCTION COMPANY (formerly El Paso Production
Holding Company), EL PASO E&P COMPANY, L.P. (formerly El Paso
Production Oil & Gas USA, L.P.) (individually, a “
Borrower ” and collectively, the “
Borrowers ”), and FORTIS CAPITAL CORP. (“
Fortis ”), as administrative agent (the “
Administrative “Agent ”) for the Lenders party
to the Credit Agreement (as defined below).
WHEREAS, El Paso
Production Holding Company, El Paso Production Company, El Paso
Energy Raton Corporation, El Paso Production GOM Inc.
(collectively, the “ Original Borrowers ”), the
Administrative Agent and the Lenders entered into that certain
Amended and Restated Credit Agreement dated as of October 19,
2005 (the “ Credit Agreement ”), for the
purposes and consideration therein expressed, pursuant to which the
Lenders became obligated to make loans and issue letters of credit
to the Borrowers as therein provided;
WHEREAS, pursuant
to a reorganization plan implemented by El Paso Corporation on or
about December 31, 2005, (i) the outstanding equity
interests of El Paso Production Oil & Gas Company, El Paso
Production Oil & Gas Holdings, Inc., El Paso Production Resale
Company, El Paso Production Oil & Gas USA, L.P., El Paso Energy
Oil Transmission, L.L.C. and El Paso Production Oil & Gas
Gathering, L.P. were transferred, directly or indirectly, to El
Paso Production Holding Company, (ii) El Paso Production GOM
Inc. and El Paso Energy Raton Corporation merged into El Paso
Production Oil & Gas USA, L.P., which thereby became a Borrower
under the Credit Agreement, (iii) the name of El Paso Production
Holding Company was changed to El Paso Exploration & Production
Company, (iv) the name of El Paso Production Oil & Gas
USA, L.P. was changed to El Paso E&P Company, L.P. and
(v) the names of certain of the Guarantors were
changed;
WHEREAS, pursuant
to a reorganization plan implemented by El Paso Corporation on or
about June 30, 2006, (i) Medicine Bow Energy Corporation
merged into El Paso Exploration & Production Company,
(ii) Medicine Bow Operating Company merged into El Paso
E&P Company, L.P., (iii) El Paso Production Company merged
into El Paso E&P Company, L.P., and (iv) El Paso
Production Oil & Gas Company changed its name to El Paso
Exploration & Production Management, Inc.;
WHEREAS, in
connection with a proposed reorganization to be implemented on or
about October 1, 2006, under which El Paso Exploration &
Production Company would acquire the international oil and gas
business of El Paso Corporation, the Borrowers have requested that
the Administrative Agent and the Lenders waive the requirement
under the Credit Agreement that the New Domestic Subsidiaries (as
defined below) guarantee the obligations of the Borrowers under the
Credit Agreement; and
WHEREAS, the
Administrative Agent and the Lenders are willing to grant such
waiver on the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained herein and in the Credit Agreement, in
consideration of the loans and letters of credit that may hereafter
be made or issued by the Lenders to the Borrowers, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1. Terms
Defined in the Credit Agreement . Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms
defined in the Credit Agreement have the same meanings whenever
used in this Waiver and Consent.
2. Waiver
and Consent . The Lenders hereby consent to the following
actions and agree that the taking of such actions shall not
constitute a Default or an Event of Default:
(a)
Notwithstanding Section 7.9(a) of the Credit Agreement, each
of El Paso Brazil, L.L.C., Potiguar I, L.L.C., Potiguar II, L.L.C.,
Potiguar 4A LLC, and Potiguar 4B LLC (the “ New Domestic
Subsidiaries ”) shall not be required to guarantee the
obligations of the Borrowers upon becoming a Domestic Restricted
Subsidiary; and
(b)
Notwithstanding Sections 7.4 and 8.5 of the Credit Agreement,
each New Domestic Subsidiary shall be permitted to take such action
as is necessary (such as a merger or a transfer of assets followed
by a liquidation) in order to conver
|
